Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6309)
January 12, 2022
To Shareholders with Voting Rights:
Hitoshi Yamamoto
President
Tomoe Engineering Co., Ltd.
5-15 Kitashinagawa 5-chome,
Shinagawa-ku, Tokyo, JapanNOTICE OF
THE 92ND ANNUAL SHAREHOLDERS MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 92nd Annual Shareholders Meeting of Tomoe Engineering Co., Ltd. (the“Company”) will be held for the purposes as described below.
You can exercise your voting rights in writing by mail or through electromagnetic means such as theInternet, etc. Please review the attached “Reference Documents for the Shareholders Meeting,” andexercise your voting rights using one of the methods written on page 3 (Japanese original) by 5:30 p.m.
on Thursday, January 27, 2022, Japan time.
1. Date and Time:

Friday, January 28, 2022 at 10:00 a.m., Japan time

2. Place:“Opal 17” on the 17th floor of the Main Tower of Shinagawa Prince Hotellocated at 10-30, Takanawa 4-chome, Minato-ku, Tokyo, Japan
Please note that the venue has changed from the previous Annual Shareholders
Meeting.

3. Meeting Agenda:
Matters to be reported: (1) The Business Report, Consolidated Financial Statements for the Company’s
92nd Fiscal Year (from November 1, 2020 to October 31, 2021) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Committee of
the Consolidated Financial Statements(2) Non-consolidated Financial Statements for the Company’s 92nd Fiscal Year(from November 1, 2020 to October 31, 2021)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Ten Directors (excluding Directors serving as Audit & Supervisory
Committee Members)
Proposal 3:
Payment of Bonuses to Officers-1-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception

desk. Also, for the purposes of resource conservation, please bring this notice along with you.
◎ Should the Reference Documents for the Shareholders Meeting, Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements require revisions, the revised versions will be
posted on the Company’s website (https://www.tomo-e.co.jp/).
◎ From among the documents to be attached to this notice, the Consolidated Statements of Changes inShareholders’ Equity of the Consolidated Financial Statements and Notes to the Consolidated Financial
Statements as well as the Non-consolidated Statements of Changes in Shareholders’ Equity of the Nonconsolidated Financial Statements and Notes to the Non-consolidated Financial Statements are posted on
the Company’s website (https://www.tomo-e.co.jp/) in accordance with laws and ordinances and theprovisions in Article 14 of the Articles of Incorporation of the Company. Therefore, they are not stated in
the Appendix provided with this notice. The Consolidated Financial Statements and Non-consolidated
Financial Statements stated in the Appendix provided with this notice are part of the Consolidated
Financial Statements and Non-consolidated Financial Statements that were audited by the Audit &Supervisory Committee and the Accounting Auditor in preparing audit reports and accounting audit
reports, respectively.

-2-

Reference Documents for the Shareholders Meeting
Proposals and References
Proposal 1:

Appropriation of Surplus

1. Matters regarding the year-end dividend
As its basic policy, the Company will implement appropriate and stable dividends while seeking toincrease internal reserves to reinforce its financial position and management foundation, and byconsidering consolidated operating results, the group’s medium-term business strategy and otherfactors in a comprehensive manner.
Based on the above policy, the Company proposes a year-end dividend of 25 yen per share for thecurrent fiscal year, an increase of 0.50 yen per share from the previous fiscal year, taking into
consideration the status of its financial position, operating results for the fiscal year ended October 31,
2021, and the future outlook.
(1) Matters regarding the assignment of assets to be distributed to shareholders and the total amountthereof25 yen per share of the Company’s common stock, in a total amount of 249,457,225 yen
As the Company has already paid the interim dividend of 25 yen per share, the annual dividend forthe fiscal year ended October 31, 2021 will amount to 50 yen per share.
(2) The date on which dividends of retained earnings become effective
January 31, 2022
2. Matters regarding appropriation of surplus
Regarding the internal reserves, the Company proposes as follows to reinforce the managementfoundation in preparation for the future business development.
(1) Item of surplus to be increased and the amount thereof
General reserve of 1,500,000,000 yen(2) Item of surplus to be decreased and the amount thereof
Retained earnings brought forward of 1,500,000,000 yen-3-Proposal 2:

Election of Ten Directors (excluding Directors serving as Audit & Supervisory
Committee Members)

The term of office of all ten Directors (excluding Directors serving as Audit & Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this Annual
Shareholders Meeting. Accordingly, the election of ten Directors is proposed. With regard to this proposal,
based on the Audit & Supervisory Committee’s opinion and the Nomination & Remuneration Advisory
Committee’s report, all candidates have been deemed to qualify as a Director of the Company after eachcandidate’s execution of duties, performance and remarks made at the Board of Directors during the fiscal
year ended October 31, 2021, and past experience, etc. were reviewed.
The candidates for Directors are as follows:
No.

Current positions and responsibilities, etc.
at the Company

Name

Attributes

Attendance at Boardof Directors
meetings

Reappointment100%(22/22)

1

Hitoshi Yamamoto President

2

Akitomo Tamai

Senior Managing Director
General Manager, Machinery & Equipment
Div.

Reappointment100%(22/22)

3

Akiyoshi Shinoda

Managing Director
General Manager, Chemical Products Div.

Reappointment100%(22/22)

4

Toshiaki Yakura

Reappointment100%(22/22)

5

Katsuhiko Ito

Reappointment100%(22/22)

6

Tetsuyuki Azuma

Reappointment100%(22/22)

Reappointment100%(22/22)

Reappointment100%(22/22)

Reappointment100%(17/17)

Reappointment100%(17/17)

Director
In charge of Accounting Div. and Management
Planning Dept.
Director
Deputy General Manager, Machinery &Equipment Div. (in charge of Industrial
Machinery Sales Dept. and Overseas Sales
Dept.)
Director
Deputy General Manager, Chemical Products
Div. (in charge of Advanced Materials Dept.,
Industrial Materials Dept., and Minerals Dept.)

7

Atsushi Sada

Director
Deputy General Manager, Machinery &Equipment Div. (in charge of Production), andGeneral Manager, Sagami Factory

8

Osamu Fujii

Director
In charge of General Affairs Div. and Business
Coordination Div.

9

Sakae Fujii

10Michiaki Sugiura

New appointment
Reappointment
Outside Director
Independent Officer

Director
Deputy General Manager, Chemical Products
Div. (in charge of Fine Chemicals Dept.,
Electronic Materials Dept., and Plastics Dept.)
Director
Deputy General Manager, Machinery &Equipment Div. (in charge of Environmental
Equipment Sales Dept.)

Candidate for new Director
Candidate for reappointment as Director
Candidate for Outside Director
Candidate for independent officer stipulated by stock exchanges, etc.

(Note) Regarding the attendance of Sakae Fujii and Michiaki Sugiura at Board of Directors meetings, the above list shows theirattendance at meetings held after they assumed office on January 28, 2021.

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1979
April 2003
January 2007

Hitoshi Yamamoto(July 20, 1955)
Reappointment

1

January 2009
January 2013
January 2015

Joined the Company
General Manager, Industrial Machinery Sales Dept.,
Machinery & Equipment Div.
Director
Deputy General Manager, Machinery & Equipment
Div. (in charge of Industrial Machinery Sales Dept.)
Managing Director
General Manager, Machinery & Equipment Div.
Senior Managing Director
General Manager, Chemical Products Div.
President (current position)

Number ofshares of theCompany
held

34,077(Reasons for selecting the candidate for Director)
Mr. Hitoshi Yamamoto has abundant operational knowledge and experience on the Company’s overall business with focus
on the machinery and equipment business and chemical products business. Since assuming office as Representative
Director in January 2015, he has duly performed his duties as a senior executive officer of the Group. Therefore, theCompany believes that he is qualified as a Director of the Company and reappoints him as a candidate for Director.

April 1980
April 1988
April 2000
November 2005
January 2011

Akitomo Tamai(February 12, 1957)

November 2012
January 2013

Reappointment

2
November 2017
January 2018
January 2021

Joined JDC CORPORATION
Joined Elkem Japan K.K.
Joined the Company
General Manager, Industrial Materials Dept.,
Chemical Products Div.
Director
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept., Industrial Materials
Dept., and Fine Chemicals Dept.)
President, Tomoe Butsuryu Co., Ltd.
President, Tomoe Trading (Shenzhen) Co., Ltd.
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.) and General Manager, China Business
Promotion Dept., Chemical Products Div. of theCompany
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.)
Managing Director
General Manager, Chemical Products Div.
Senior Managing Director (current position)
General Manager, Machinery & Equipment Div.
(current position)

23,378(Reasons for selecting the candidate for Director)
Mr. Akitomo Tamai has abundant operational knowledge and experience on the Company’s overall business with focus
on the machinery and equipment business and chemical products business. Since assuming office as a Director in January
2011, he has duly performed duties in general as Director. Therefore, the Company believes that he is qualified as a
Director of the Company and reappoints him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
September 1989
November 2011
April 2014
January 2015

Akiyoshi Shinoda(August 23, 1961)

April 2015

Reappointment

January 2018

3

January 2021

March 2021

Joined Nippon Kaiji Kentei Kyokai
Joined the Company
General Manager, Chemical Products Sales Dept.,
Osaka Branch Office
General Manager, Fine Chemicals Dept., Chemical
Products Div.
Director
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andElectronic Materials Dept.) and General Manager,
Fine Chemicals Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., Electronic
Materials Dept., and Fine Chemicals Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Fine Chemicals Dept., Electronic
Materials Dept., and Plastics Dept.)
President, Tomoe Butsuryu Co., Ltd.
Managing Director of the Company (current
position)
General Manager, Chemical Products Div. (current
position)
President, Tomoe Trading (Shenzhen) Co., Ltd.
(current position)

Number ofshares of theCompany
held

19,863(Reasons for selecting the candidate for Director)
Mr. Akiyoshi Shinoda has abundant operational knowledge and experience on the Company’s overall business with focus
on the chemical products business. Since assuming office as a Director in January 2015, he has duly performed duties ingeneral as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him
as a candidate for Director.

April 1981
April 2008
October 2012
Toshiaki Yakura(May 31, 1958)
Reappointment

April 2014
January 2015

4
November 2019

Joined The Fuji Bank, Limited
General Manager, Americas Business Operations
Department, Mizuho Corporate Bank, Ltd.
Joined the Company
General Manager assistant to Accounting Div.
General Manager, Accounting Div.
Director (current position)
In charge of Accounting Div. and Management
Planning Dept. and General Manager, Accounting
Div.
In charge of Accounting Div. and Management
Planning Dept. (current position)

13,072(Reasons for selecting the candidate for Director)
Mr. Toshiaki Yakura has abundant knowledge and experience with regard to accounting and management planning. Sinceassuming office as a Director in January 2015, he has duly performed duties in general as Director. Therefore, the Company
believes that he is qualified as a Director of the Company and reappoints him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Katsuhiko Ito(September 21,
1964)

Past experience, positions and responsibilities
April 1987
April 2013
January 2017

Reappointment

5

Joined the Company
General Manager, Machinery & Equipment Dept.,
Osaka Branch OfficeDirector (current position)
Deputy General Manager, Machinery & Equipment
Div. (in charge of Industrial Machinery Sales Dept.
and Overseas Sales Dept.) (current position)

Number ofshares of theCompany
held

12,844(Reasons for selecting the candidate for Director)
Mr. Katsuhiko Ito has abundant operational knowledge and experience on the Company’s overall business with focus on
the machinery and equipment business. Since assuming office as a Director in January 2017, he has duly performed duties
in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints
him as a candidate for Director.

April 1984
November 2009
January 2018

Tetsuyuki Azuma(August 16, 1960)

April 2018

Reappointment

6

November 2019

January 2021

Joined the Company
General Manager, Advanced Materials Dept.,
Chemical Products Div.
Director (current position)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andIndustrial Materials Dept.) and General Manager,
Advanced Materials Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andIndustrial Materials Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., Industrial
Materials Dept., and Minerals Dept.) (current
position)
President, Tomoe Butsuryu Co., Ltd. (current
position)

9,289(Reasons for selecting the candidate for Director)
Mr. Tetsuyuki Azuma has abundant operational knowledge and experience on the Company’s overall business with focus
on the chemical products business. Since assuming office as a Director in January 2018, he has duly performed duties ingeneral as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him
as a candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1988
November 2016

Atsushi Sada
(October 30, 1964)

January 2019

Reappointment

7

Joined the Company
General Manager, Technical Development Dept.,
Machinery & Equipment Div.
Director (current position)
Deputy General Manager, Machinery & Equipment
Div. (in charge of Production), and General
Manager, Sagami Factory (current position)

Number ofshares of theCompany
held

5,735

(Reasons for selecting the candidate for Director)
Mr. Atsushi Sada has abundant operational knowledge and experience on the Company’s overall business with focus on
the machinery and equipment business. Since assuming office as a Director in January 2019, he has duly performed duties
in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints
him as a candidate for Director.

Osamu Fujii(December 10,
1963)

April 1987
April 2013
January 2020

Reappointment

8

November 2020

Joined the Company
General Manager, General Affairs Div.
Director (current position)
In charge of General Affairs Div. and Business
Coordination Div. and General Manager, General
Affairs Div.
In charge of General Affairs Div. and Business
Coordination Div. (current position)

8,111(Reasons for selecting the candidate for Director)
Mr. Osamu Fujii has abundant operational knowledge and experience on the Company’s overall business with focus on
the administrative division. Since assuming office as a Director in January 2020, he has duly performed duties in general
as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him as a
candidate for Director.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1986
April 2010
April 2015

Sakae Fujii(August 19, 1962)

May 2018

Reappointment

January 2021

9

Joined the Company
General Manager, Operational Support Dept.,
Chemical Products Div.
General Manager, Fine Chemicals Dept., Chemical
Products Div.
General Manager, Operational Support Dept.,
Chemical Products Div.
Director (current position)
Deputy General Manager, Chemical Products Div.
(in charge of Fine Chemicals Dept., Electronic
Materials Dept., and Plastics Dept.) (current
position)

Number ofshares of theCompany
held

5,006

(Reasons for selecting the candidate for Director)
Mr. Sakae Fujii has abundant operational knowledge and experience on the Company’s overall business with focus on thechemical products business. Since assuming office as a Director in January 2021, he has duly performed duties in general
as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him as a
candidate for Director.

Michiaki Sugiura(April 24, 1971)
Reappointment

10

April 1996
April 2012
November 2014
April 2019
January 2021

Joined the Company
Manager, Shanghai OfficeSecondment to Tomoe Engineering USA, Inc.
General Manager, Plant Engineering Dept.,
Machinery & Equipment Div. of the Company
Director (current position)
Deputy General Manager, Machinery & Equipment
Div. (in charge of Environmental Equipment Sales
Dept.) (current position)

3,406(Reasons for selecting the candidate for Director)
Mr. Michiaki Sugiura has abundant operational knowledge and experience on the Company’s overall business with focus
on the machinery and equipment business. Since assuming office as a Director in January 2021, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.
(Notes)1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes those held by the Tomoe Engineering officers’
shareholding association.
3. The Company has concluded a directors and officers liability insurance policy provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. Any damage that may arise as a result of an insured person assuming
liability for the execution of his or her duties or receiving a claim related to the pursuit of such liability shall be coveredby the said insurance policy, provided, however, that there are exemptions that damage arising from the insured person’s
acts committed with the knowledge that they are in violation of laws and regulations shall be outside the scope ofcoverage. The insurance premiums are fully borne by the Company for all insured persons. If this proposal is approved
as originally proposed, each candidate will become an insured person under the said insurance policy. Furthermore, atthe next renewal, the Company plans to renew the insurance policy with the same contents.

-9-

Proposal 3:

Payment of Bonuses to Officers

By considering the operating results for the fiscal year ended October 31, 2021 and other factors, paymentof bonuses to three Directors (excluding Directors serving as Audit & Supervisory Committee Members) and
four Directors serving as Audit & Supervisory Committee Members in the total amount of 76,483,000 yen(50,182,000 yen for Directors (excluding Directors serving as Audit & Supervisory Committee Members), and26,301,000 yen for Directors serving as Audit & Supervisory Committee Members) is proposed. Regarding
the amount to be paid to each Director, we would like to ask our shareholders to leave the decision on theamount to the Board of Directors for the amount paid to Directors (excluding Directors serving as Audit &Supervisory Committee Members) and to a discussion among Directors serving as Audit & Supervisory
Committee Members for the amount paid to Directors serving as Audit & Supervisory Committee Members.
The Company has formulated a policy for determining details of individual remuneration, etc. of Directors(excluding Directors serving as Audit & Supervisory Committee Members), and an overview of the said policy
is stated on pages 23 to 24 (Japanese original). The Audit & Supervisory Committee and the Nomination &Remuneration Advisory Committee have confirmed that the procedures to decide the total amount of bonuses
and the specific method of calculation, etc. are in line with the said policy, and it is judged that this proposal
is appropriate.
(Reference)
Composition and skills matrix of the Board of Directors if Proposal 2 is approved as originallyproposed
Sales & Marketing
Overseas
Businesses

Production,
Technologies&
Development

●

●

●

●

●

●

●

Corporate
Management

Manufacturers

TradingCompanies

Hitoshi
Yamamoto●●

Akitomo
Tamai

●

●

Akiyoshi
Shinoda●Toshiaki
Yakura●KatsuhikoIto●

Tetsuyuki
Azuma●

Atsushi
Sada

●

Osamu
Fujii

●

Sakae Fujii●

MichiakiSugiura●Masayoshi
Fukasawa●

Kenji
Yahiro●●●Finance &Accounting

Human
Resources &Labor

Legal Affairs& RiskManagement

●

●

●

●

OutsideOfficers &Independence

●

●
●

●
●

●
●

●
●

●

MakotoNakamura●

TatsuoHasunuma●- 10 -

●

●

●

●
●

Selection criteria for Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals
satisfying the following criteria:
1. The individuals who are capable of directly supervising the matters regarding management in general,
financial and legal affairs, corporate governance and other issues that are deliberated or resolved at
the Board of Directors meetings.
2. The individuals who have insight, expertise and experience conducive to the sustainable growth andmedium- to long-term enhancement of corporate value of the Company, and are capable of expressing
useful opinions and giving advice regarding the matters related to corporate management, including
business strategy, formulation of medium-term management plan, etc.
Criteria for independence of Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals that do
not fall under the following criteria 1 to 5. The applicable period for the criteria 2 to 5 shall be the present
and the past ten years.
1. Individual related to the Group
Director (excluding Outside Director), Audit & Supervisory Board Member (excluding Outside
Audit & Supervisory Board Member), Accounting Advisor, Executive Officer, Operating Officer or
employee (hereinafter, “Executive, etc.”) of the Company, or subsidiaries and affiliates of theCompany (hereinafter, “the Group”)
2. Shareholder and individual related thereto(1) A shareholder who holds 10% or more of the Company’s voting rights, or Executive, etc. of suchshareholder(2) An Executive, etc. of the company in which the Group holds 10% or more of voting rights
3. Individual related to business partner(1) Executive, etc. of a business partner that records a transaction amount with the Group equivalent to
2% or more of said entity’s consolidated net sales or; Executive, etc. of a business partner withwhich the Group records a transaction amount equivalent to 2% or more of the Group’s consolidated
net sales(2) Executive, etc. of a financial institution from which the Group is borrowing an amount equivalent
to 2% or more of the Group’s consolidated total assets
4. Attorney-at-law, certified public accountant, tax accountant, etc.
(1) Certified public accountant, or employee or partner of an audit corporation, which is the Accounting
Auditor of the Group(2) An individual who receives an annual remuneration of 10 million yen or more from the Group as
attorney-at-law, certified public accountant, tax accountant or other consultant, in addition to the
remuneration as an officer
5. Others(1) A spouse or any family within the second degree of kinship of the individual that falls under theabove criteria 1 to 4
(2) Executive, etc. of a company, between which and the Group directors are mutually appointed(3) Executive, etc. of a company, between which and the Group mutually hold shares- 11 -